Exhibit
10.4
General Maritime
Corporation
Restricted Stock Grant
Agreement
THIS AGREEMENT, made as of
June 29, 2007, between GENERAL MARITIME CORPORATION (the
“Company”) and STEPHEN A. KAPLAN (the
“Participant”).
WHEREAS, the Company has
adopted and maintains the General Maritime Corporation 2001 Stock
Incentive Plan, as amended (the “Plan”) to provide
certain key persons, on whose initiative and efforts the successful
conduct of the business of the Company depends, and who are
responsible for the management, growth and protection of the
business of the Company, with incentives to: (a) enter into and
remain in the service of the Company, a Company subsidiary or a
Company joint venture, (b) acquire a proprietary interest in the
success of the Company, (c) maximize their performance and (d)
enhance the long-term performance of the Company (whether directly
or indirectly through enhancing the long-term performance of a
Company subsidiary or a Company joint venture);
WHEREAS, the Plan provides
that the Compensation Committee (the “Committee”) of
the Board of Directors (or the Board of Directors if it so elects)
shall administer the Plan and determine the key persons to whom
awards shall be granted and the amount and type of such awards;
and
WHEREAS, the Committee and the
Board of Directors have determined that the purposes of the Plan
would be furthered by granting the Participant an award under the
Plan as set forth in this Agreement;
NOW, THEREFORE, in
consideration of the premises and the mutual covenants hereinafter
set forth, the parties hereto hereby agree as follows:
1.
Grant of
Restricted Stock. Pursuant to, and subject to, the terms and
conditions set forth herein and in the Plan, the Committee hereby
grants to the Participant 3,250 restricted shares (the
“Restricted Stock”) of common stock of the Company, par
value $0.01 per share (“Common
Stock”).
2.
Grant
Date. The Grant Date of the Restricted Stock is June 29,
2007.
3.
Incorporation of
Plan. All terms, conditions and restrictions of the Plan are
incorporated herein and made part hereof as if stated herein.
If there is any conflict between the terms and conditions of the
Plan and this Agreement, the terms and conditions of the Plan, as
interpreted by the Committee, shall govern. Except as
otherwise provided herein, all capitalized terms used herein shall
have the meaning given to such terms in the Plan.
4.
Vesting.
Subject to the further provision of this Agreement, the Restricted
Stock shall vest on the earliest of (i) June 29, 2008, (ii) the
date of the next annual meeting of the Company to follow the date
hereof and (iii) the occurrence of a Change in Control, as defined
in Section 3.8(a) of the Plan, as in effect on the date of such
occurrence (each such date, the “Vesting
Date”).
5.
Restrictions on
Transferability. Until a share of Restricted Stock vests, the
Participant shall not transfer the Participant’s rights to
such share of Restricted Stock or to any rights related
thereto. Any attempt to transfer unvested shares of
Restricted Stock or any rights related thereto, whether by
transfer, pledge, hypothecation or otherwise and whether voluntary
or involuntary, by operation of law or otherwise, shall not vest
the transferee with any interest or right in or with respect to
such shares of Restricted Stock or such related
rights.
6.
Termination of
Service. In the event that the Participant’s service
with the Company terminates before the Vesting Date for any reason
other than the Participant’s death or disability, the
Restricted Stock, together with any property received in respect
thereof, as set forth in Section 10 hereof, shall be forfeited as
of the date of such termination of service, and the Participant
promptly shall return to the Company any certificates evidencing
the Restricted Stock. Any cash dividends or other property
received in respect of the Restricted Stock also shall be
forfeited, unless the Board or the Committee determines
otherwise. For purposes of this Agreement, the
Participant’s service shall terminate only when the
Participant is not a director, an employee or a consultant of the
Company, as set forth in Section 1.6(c) of the
Plan.
7.
Death or Disability. In the event
that the Participant dies or the Participant’s service with
the Company terminates due to the Participant’s disability
(within the meaning of Section 2.5(d) of the Plan) before the
Vesting Date, the Restricted Stock shall become vested in full as
of the date of such death or termination of
service.
8.
Issuance of
Certificates.
(a)
Reasonably promptly after the Grant Date,
the Company shall issue and deliver to the Participant a stock
certificate, registered in the name of the Participant, evidencing
the shares of Restricted Stock or shall instruct its transfer agent
to issue shares of Restricted Stock which shall be maintained in
book entry form on the books of the transfer agent. The
Restricted Stock, if certificated, shall bear the following
legend:
“THE SALE, TRANSFER,
ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS OF
THE GENERAL MARITIME
CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT
AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF
RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO
TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN
CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT
SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE
OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE
CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME
CORPORATION.”
If the Restricted Stock is in
book entry form, it shall be subject to electronic coding or stop
order indicating that such shares of Restricted Stock are
restricted by the terms of this Agreement and the Plan. Such
legend, electronic
